0001450791-10-000010 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 29th, 2010 • Delaware Group Equity Funds Ii

AGREEMENT, made by and between DELAWARE GROUP EQUITY FUNDS II, a Delaware statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and, together with other series of shares listed on such Exhibit, the “Funds”), and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware statutory trust (the “Investment Manager”).

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AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT
Securities Lending Authorization Agreement • January 29th, 2010 • Delaware Group Equity Funds Ii • New York

This AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT is made and effective as of the _22___ day of September, 2009 (the “Effective Date”), by and between each investment company listed on Schedule 1 attached hereto (referred to herein, individually, as a “Client” and, collectively, as the “Clients”) on behalf of one or more of its series funds listed below such investment company on Schedule 1 attached hereto (referred to herein, individually, as a “Fund” and, collectively, as the “Funds”) and THE BANK OF NEW YORK MELLON, successor by operation of law to Mellon Bank, N.A (the "Lending Agent").

SCHEDULE B SHAREHOLDER SERVICES AGREEMENT COMPENSATION SCHEDULE EFFECTIVE JUNE 1, 2009 DELAWARE INVESTMENTS FAMILY OF FUNDS
Shareholder Services Agreement • January 29th, 2010 • Delaware Group Equity Funds Ii

These charges will be assessed monthly on a pro rata basis and will be determined using the number of accounts maintained as of the last calendar day of each month.

SCHEDULE I REVISED AS OF OCTOBER 1, 2009*
Delaware Group Equity Funds Ii • January 29th, 2010

This Schedule to the Distribution Agreement between Delaware Group Equity Funds II and Delaware Distributors, L.P. entered into as of May 15, 2003 (the “Agreement”) lists the Series and Classes for which Delaware Distributors, L.P. provides distribution services pursuant to this Agreement, along with the 12b-1 Plan rates, if applicable, for each class and the date on which the Agreement became effective for each Series.

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